Organization and Standing; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Subsidiary of the Company has been duly organized, and is validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, as the case may be. Section 3.1 of the Company Disclosure Letter contains a complete list of every Subsidiary of the Company and the jurisdiction of each such Subsidiary’s incorporation or organization, as the case may be. The Company and each of its Subsidiaries are duly qualified to conduct business and are in good standing to do business in each jurisdiction where such qualification or good standing is required except where the failure to be so qualified would not have a Company Material Adverse Effect. The Company and each of its Subsidiaries have all requisite power and authority and all authorizations, licenses and permits necessary to own, lease and operate their respective properties and other assets, to conduct their respective businesses as presently conducted and as proposed to be conducted except where the failure to have such authorizations, licenses and permits would not have a Company Material Adverse Effect. The copies of the Company’s certificate of incorporation (the “Certificate of Incorporation”) and bylaws (the “Bylaws”) that are filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal year ended January 3, 2009 (the “Company Form 10-K”) are complete and correct copies thereof as in effect on the date hereof. The Company has delivered or made available to Parent true and complete copies of the certificate of incorporation and bylaws (or similar organizational documents) of each Subsidiary of the Company, each as amended to date and currently in effect (the “Subsidiary Charter Documents”). The Company is not in violation of any provision of the Certificate of Incorporation or the Bylaws. No Subsidiary of the Company is in violation of any provision of its Subsidiary Charter Documents. For purposes of this agreement, the term “Subsidiary” means, with respect to a Party, any corporation, more than 50% of the outstanding voting securities of which are owned or controlled, directly or indirectly, by such Party or any Subsidiary of such Party, or a partnership, limited liability company, trust, association or other business entity in which such Party or any Subsidiary of such Party is a general partner, manager or trustee or owns...
Organization and Standing; Subsidiaries. The Company has been duly incorporated or organized and is validly existing and in good standing under the laws of Delaware or other jurisdiction of incorporation or organization, has full corporate or other power and authority necessary to own or lease its properties and conduct its business as presently conducted, and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the character of the property owned or leased or the nature of the business transacted by it makes qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect. The Company owns, directly or through subsidiaries, all of the issued outstanding equity securities of each of its subsidiaries. Each of the Company’s subsidiaries has been duly incorporated or organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has full corporate or other power and authority necessary to own or lease its properties and conduct its business as presently conducted, and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the character of the property owned or leased or the nature of the business transacted by it makes qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect.
Organization and Standing; Subsidiaries. (a) The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware and has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted. The Company is duly qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the Company’s property owned or leased, or the nature of the activities conducted by the Company, in such jurisdictions makes such qualification necessary, except for such jurisdictions in which the failure to be so qualified would not reasonably be expected to result, individually or in the aggregate, in any material adverse effect on the business, operations, affairs, or condition (financial or otherwise) of the Company or in its properties or assets taken as a whole (a “Material Adverse Effect”).
(b) The Company does not have any Subsidiaries. The Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise, or (C) any assets comprising the business or obligations of any other corporation, partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity.
Organization and Standing; Subsidiaries. (i) Each of Seller, SPS Payment Systems, Inc. ("SPS Payment") and Hurley State Bank ("Hurley State Bank"; each of SPS Payment and Huxxxx Xtate Bank beinx xxxxrred to herein as a "Subsidiary" and cxxxxxxively as the "Subsidiaries") is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. Seller and each of the Subsidiaries has all requisite corporate power and authority to carry on its respective business as presently conducted and to own, lease and operate its respective properties and assets as currently owned, leased and operated, and each is duly qualified to do business and is in good standing in each jurisdiction in which the properties owned, leased or operated by it, or where the nature of the business conducted by it, make such qualification necessary, except where the failure to so qualify or be in good standing would not have a Material Adverse Effect.
(ii) Seller owns the Shares of the Subsidiaries free and clear of all security interests, liens, adverse claims, charges and encumbrances. Upon delivery to Purchaser at the Closing of certificates representing the Shares, duly endorsed by Seller for transfer to Purchaser, and upon Seller's receipt of the Purchase Price, Purchaser will acquire title to the Shares, free and clear of any "adverse claim" (as such term is defined in Section 8-102 of the New York Uniform Commercial Code), other than those arising from acts of Purchaser or its affiliates.
Organization and Standing; Subsidiaries. (a) Each of the Company and its subsidiaries whose business or assets are material to the Company either individually or on a consolidated basis (collectively, the "Company Subsidiaries", and, together with the Company, collectively the "Corporation") is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not, and reasonably could not be expected to, individually or in the aggregate, have a Material Adverse Effect on the Corporation. When used in connection with the Company or any of its subsidiaries, the term "Material Adverse Effect" means any change or effect that would be materially adverse to the business, assets (whether tangible or intangible), financial condition, results of operations or business prospects of the Company and its subsidiaries taken as a whole. The Company has heretofore delivered to Purchaser accurate and complete copies of the Company's Certificate of Incorporation and By-Laws, as currently in effect, and promptly will deliver to Purchaser accurate and complete copies of the Certificate of Incorporation and By-Laws, as currently in effect, of each of the Company Subsidiaries. The Company Disclosure Schedule includes a list of each of the Company's subsidiaries.
Organization and Standing; Subsidiaries. (a) Each of Parent, and its subsidiaries whose business or assets are material to Parent (collectively, the "Parent Subsidiaries", and, together with Parent, collectively "Axiohm") is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a Material Adverse Effect on Axiohm. When used in connection with Parent or any of its subsidiaries, the term "Material Adverse Effect" means any change or effect that would be materially adverse to the business, assets (whether tangible or intangible), financial condition, results of operations of Parent and its subsidiaries taken as a whole. Parent has heretofore delivered to the Company accurate and complete copies of the Articles of Incorporation and By-Laws (or equivalent organization documents), as currently in effect, of Parent and each of the Parent Subsidiaries. The Parent Disclosure Schedule includes a list of each of Parent's subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of each subsidiary's outstanding capital stock or other equity interests owned by Parent or its subsidiaries, as the case may be.
Organization and Standing; Subsidiaries. (a) The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware and has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted. The Company is duly licensed or qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the property owned or leased, or the nature of the activities conducted, by it makes such licensing or qualification necessary, except for those jurisdictions in which the failure to be so licensed or qualified, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the business, operations, affairs or condition (financial or otherwise) of the Company or its properties or assets taken as a whole (a “Material Adverse Effect”).
(b) The attached Disclosure Letter contains a list of all of subsidiaries of the Company. Except for such subsidiaries, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, limited liability company, joint venture or other non-corporate business enterprise, or (C) any assets comprising the business or obligations of any other corporation, partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity.
(c) Each of the subsidiaries is a corporation or limited liability company duly incorporated or organized, validly existing and in good standing (where such a concept exists) under the laws of its respective jurisdiction of incorporation or organization and is duly licensed or qualified to transact business as a foreign corporation or foreign limited liability company and is in good standing (where such a concept exists) in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except for those jurisdictions in which the failure to be so licensed or qualified, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Each of the subsidiaries has the corporate power and authority to own and hold its properties and to c...
Organization and Standing; Subsidiaries. The Company has been duly incorporated or organized and is validly existing and in good standing under the laws of Delaware or other jurisdiction of incorporation or organization, has full corporate or other power and authority necessary to own or lease its properties and conduct its business as presently conducted, and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the character of the property owned or leased or the nature of the business transacted by it makes qualification necessary, except where the failure to be so qualified would not have resulted in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company, or (iii) a material adverse effect on the Company’s ability to perform on a timely basis its material obligations under this Agreement with respect to Closing (any of (i), (ii) or (iii), a “Material Adverse Effect”). The Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any corporation, firm, partnership, joint venture, association or other entity.
Organization and Standing; Subsidiaries. (a) CCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. CID Communications, S.A. de C.V. ("CID") is a corporation duly organized, validly existing and in good standing under the laws of Mexico. CCI has all requisite corporate power and authority to own, lease and operate the properties and assets it now owns, operates and leases and to carry on its businesses and operations as now being conducted. CCI is duly qualified or licensed to do business and is in good standing in each of the jurisdictions in which (i) the character or location of the properties and assets it owns, leases or operates, (ii) the conduct of its business and operations as currently and heretofore conducted or (iii) any other circumstance makes such qualification necessary, except where the failure to be so qualified or licensed would not have a material adverse effect on CCI.
(b) CCI has no investment in any corporation, partnership or other entity except CID. CCI has good and valid title to such number of shares of common stock of CID which constitutes 50% of the outstanding shares of the only equity security of CID, free and clear of any Encumbrances.
Organization and Standing; Subsidiaries. (a) The Company is a duly organized and validly existing corporation in good standing under the laws of the State of Delaware and has all requisite corporate power and authority for the ownership and operation of its properties and for the carrying on of its business as now conducted and as now proposed to be conducted. The Company is duly licensed or qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions wherein the character of the property owned or leased, or the nature of the activities conducted, by it makes such licensing or qualification necessary.
(b) The Company has no Subsidiaries other than Guangzhou Casa Communication Technology LTD, a wholly-owned subsidiary in China (the “China Subsidiary”). For purposes of this Article III, except where a representation or warranty would be applicable only to the Company, the term “Company” shall mean and include the Company and the China Subsidiary. Except for the China Subsidiary, the Company does not (i) own of record or beneficially, directly or indirectly, (A) any shares of capital stock or securities convertible into capital stock of any other corporation or (B) any participating interest in any partnership, joint venture or other non-corporate business enterprise, or (C) any assets comprising the business or obligations of any other corporation, partnership, joint venture or other non-corporate business enterprise or (ii) control, directly or indirectly, any other entity.
